GREEN TREE FINANCIAL CORP
8-K, 1999-06-17
ASSET-BACKED SECURITIES
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                         -------------------------------


                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):  June 16, 1999


                        GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      01-08916                41-1807858
- ----------------------------    ------------------------    -------------------
(State or other Jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      Identification No.)

1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota  55102-1639
- -------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (651) 293-3400
                                                     --------------

                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

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ITEM 1.  Changes in Control of Registrant.
- -------  --------------------------------

         Not applicable.


ITEM 2.  Acquisition or Disposition of Assets.
- -------  ------------------------------------

         Not applicable


ITEM 3.  Bankruptcy or Receivership.
- -------  --------------------------

         Not applicable


ITEM 4.  Changes in Registrant's Certifying Accounting.
- -------  ---------------------------------------------

         Not applicable


ITEM 5.  Other Events.
- -------  ------------

         Not applicable.


ITEM 6.  Resignations of Registrant's Directors.
- -------  --------------------------------------

         Not applicable


ITEM 7.  Financial Statements and Exhibits.
- -------  ---------------------------------

         (a) Financial statements of businesses acquired.

             Not applicable

         (b) Pro forma financial information.

             Not applicable


                                       2

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          (c)  Exhibits.

               The following is filed herewith.  The exhibit numbers correspond
               with Item 601(b) of Regulation S-K.

               Exhibit No.          Description
               -----------          -----------

                      99.1          Form T-1 Statement of Eligibility Under the
                                    Trust Indenture Act of 1939.


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: June 17, 1999                 GREEN TREE FINANCIAL CORPORATION



                                    By: /s/ Scott T. Young
                                       _____________________________
                                       Scott T. Young
                                       Senior Vice President and Controller


                                       3

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  INDEX TO EXHIBITS


  Exhibit
  Number
  -------

   99.1          Form T-1 Statement of Eligibility Under the
                 Trust Indenture Act of 1939.


                                       4

<PAGE>

                                                                    EXHIBIT 99.1

                                                              Reg. No. 333-52233

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM T-1

                       Statement of Eligibility Under the

                  Trust Indenture Act of 1939 of a Corporation

                          Designated to Act as Trustee

                     U.S. BANK TRUST NATIONAL ASSOCIATION

               (Exact name of Trustee as specified in its charter)

           United States                             41-0257700
     (State of Incorporation)                     (I.R.S. Employer
                                                 Identification No.)

      U.S. Bank Trust Center
      180 East Fifth Street
       St. Paul, Minnesota                              55101
(Address of Principal Executive Offices)             (Zip Code)

                        GREEN TREE FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

              Delaware                               41-1807858
        (State of Incorporation)                  (I.R.S. Employer
                                                 Identification No.)

         1100 Landmark Towers
             St. Paul, MN                              55102
(Address of Principal Executive Offices)             (Zip Code)

       Asset-Backed Notes Issued by Green Tree Recreational, Equipment &
           Consumer Trusts (Representing all of the Notes registered
           pursuant to the above-referenced registration statement.)
                       (Title of the Indenture Securities)
<PAGE>

                                     GENERAL

1.   GENERAL INFORMATION Furnish the following information as to the Trustee.

     (a)  Name and address of each examining or supervising authority to which
          it is subject.
                Comptroller of the Currency
                Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.
                  Yes

2.   AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
     underwriter for the obligor is an affiliate of the Trustee, describe each
     such affiliation.
                  None

     See Note following Item 16.

     Items 3-15 are not applicable because to the best of the Trustee's
     knowledge the obligor is not in default under any Indenture for which the
     Trustee acts as Trustee.

16.  LIST OF EXHIBITS List below all exhibits filed as a part of this statement
     of eligibility and qualification.

     1.   Copy of Articles of Association.*

     2.   Copy of Certificate of Authority to Commence Business.*

     3.   Authorization of the Trustee to exercise corporate trust powers
          (included in Exhibits 1 and 2; no separate instrument).*

     4.   Copy of existing By-Laws.*

     5.   Copy of each Indenture referred to in Item 4. N/A.

     6.   The consents of the Trustee required by Section 321(b) of the act.

     7.   Copy of the latest report of condition of the Trustee published
          pursuant to law or the requirements of its supervising or examining
          authority is incorporated by reference to Registration Number
          333-53211.

     *    Incorporated by reference to Registration Number 22-27000.
<PAGE>

                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, U.S. Bank Trust National Association, an Association organized and
existing under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 16th day of June, 1999.

                                       U.S. BANK TRUST NATIONAL ASSOCIATION

                                       /s/ Jo Ann M. Schalk
                                       ------------------------------
                                       Jo Ann M. Schalk
                                       Vice President

/s/ Harry H. Hall Jr.
- ------------------------------
Harry H. Hall Jr.
Assistant Secretary
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                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: June 16, 1999

                                       U.S. BANK TRUST NATIONAL ASSOCIATION

                                       /s/ Jo Ann M. Schalk
                                       ------------------------------
                                       Jo Ann M. Schalk
                                       Vice President


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